Director Shareholding

STOCK EXCHANGE ANNOUNCEMENT                          

                                                                     6 May 2005

                             ROLLS-ROYCE GROUP PLC                             

Rolls-Royce Group plc announces that on 15 April 2005 the trustee of the
Rolls-Royce Profit Sharing Scheme (the Scheme) transferred ordinary shares to
the executive directors of the Company as follows:-

                                     No of Shares 
                                                  
Sir John Rose                           4,416     
                                                  
J P Cheffins                            3,955     
                                                  
C H Green                               3,706     
                                                  
M G J W Howse                           2,648     

The Scheme is approved by the Inland Revenue as a profit sharing scheme and the
shares transferred were appropriated under the Scheme on 15 April 2002.
Participants in the Scheme are the beneficial owner of the shares appropriated
to them from the date of appropriation.

For further information, please contact:-

John Warren - Deputy Company Secretary - 01332 245878

Notified: 5 May 2005

Dated 6 May 2005